As filed with the Securities and Exchange Commission on October 23, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT (State or other jurisdiction of (Primary Standard Industrial (IRS Employer incorporation or organization) Classification Code Number) Identification No.) Delaware 1311 85-4359124 Under The Securities Act of 1933 EON Resources Inc. (Exact name of Registrant as specified in its charter) 3730 Kirby Drive, Suite 1200 Houston, TX (713) 83 ...

Production and Sales - Average daily production for the six months ended June 30, 2024, was 814 BOE per day, down from 1,022 BOE per day for the year ended December 31, 2023, due to increased well downtime and repairs [182]. - For the three months ended June 30, 2024, oil and natural gas sales decreased by 26% to $X, driven by a 34% decrease in production volumes and $83,478 in derivative instrument losses [200]. - Average daily production for oil decreased from 1,002 Bbl in June 2023 to 674 Bbl in June 2024, while natural gas production decreased from 1,089 Mcf to 663 Mcf [201]. Revenue and Pricing - Total revenues for the three months ended June 30, 2024, were $5,060,795, a decrease from $7,284,959 for the same period in 2023 [198]. - For the six months ended June 30, 2024, total revenues decreased by 44% to $8,343,894 compared to $15,044,149 for the same period in 2023 [215]. - Average realized oil price per barrel after reflecting settled derivatives and location differentials was $75.81 for the three months ended June 30, 2024, compared to $71.57 for the same period in 2023, representing a 6.3% increase [194]. - The average NYMEX oil pricing for the six months ended June 30, 2024, was $79.64 per barrel, which is 6% higher than the average price of $74.92 for the same period in 2023 [194]. - The oil price differential to the NYMEX benchmark price during the six months ended June 30, 2024, was $(1.41) per barrel, compared to $(0.76) per barrel for the same period in 2023 [190]. Expenses and Losses - Total expenses for the three months ended June 30, 2024, were $5,389,896, compared to $4,139,346 for the same period in 2023, indicating an increase in operational costs [198]. - The company recorded a loss of $816,011 due to the conveyance of a 10% overriding royalty interest to Pogo Royalty, which also decreased reserve balance and current net production volumes [196]. - Lease operating expenses increased by 59% per BOE, from $18.60 in June 2023 to $29.50 in June 2024, totaling $2,094,181 [205]. - General and administrative expenses surged to $2,323,662 for the three months ended June 30, 2024, compared to $857,963 in the same period of 2023 [210]. - Interest expense rose significantly to $3,890,899 for the six months ended June 30, 2024, compared to $874,938 in 2023, driven by the Senior Secured Term Loan and Private Notes Payable [224]. Asset and Liability Management - The company reported a net derivative liability of $1,214,436 as of June 30, 2024, compared to a net asset of $467,687 as of December 31, 2023 [218]. - As of June 30, 2024, the company had outstanding debt totaling $44,671,000, with a working capital deficit of $32,552,654, raising substantial doubt about its ability to continue as a going concern [228]. - The company plans to improve profitability through cost streamlining and maintaining active hedge positions, alongside a three-year Common Stock Purchase Agreement with a maximum funding limit of $150,000,000 [229]. Cash Flow and Investments - The company reported a positive cash flow from operations of $2,250,267 for the six months ended June 30, 2024, down from $5,594,971 in the same period of 2023 [230]. - Net cash used in investing activities for the six months ended June 30, 2024, was primarily related to $1,192,769 in development costs for reserves [231]. Derivative Instruments - The Company utilizes derivative financial instruments to manage commodity price risk related to oil prices, recorded at fair value on the balance sheet [249]. - The Company has opted not to apply hedge accounting for its derivative financial instruments, leading to recognition of fair value changes in the consolidated statements of operations [249]. - Realized and unrealized gains and losses from derivative instruments are reported as a single line item in revenues [249]. - Cash flows from derivative contract settlements are included in operating activities in the consolidated statements of cash flows [249]. Other Considerations - The company continues to assess the impact of the COVID-19 pandemic on operations and may modify its response as the situation evolves [186]. - The company operates 100% of its net acreage across approximately 13,700 gross acres in the Grayburg-Jackson Field in Eddy County, New Mexico [181]. - The effects of new accounting pronouncements are discussed in Note 2 of the consolidated financial statements [250]. - The Company qualifies as a smaller reporting company and is not required to provide certain market risk disclosures [250].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 (Amendment No. 5) REGISTRATION STATEMENT Under The Securities Act of 1933 HNR Acquisition Corp (Exact name of Registrant as specified in its charter) (State or other jurisdiction of (Primary Standard Industrial (IRS Employer incorporation or organization) Classification Code Number) Identification No.) 3730 Kirby Drive, Suite 1200 Houston, TX (713) 834-1145 (Address, including zip code, and telephone number, including area code ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 (Amendment No. 4) REGISTRATION STATEMENT Under The Securities Act of 1933 HNR Acquisition Corp (Exact name of Registrant as specified in its charter) Delaware 1311 85-4359124 (State or other jurisdiction of (Primary Standard Industrial (IRS Employer incorporation or organization) Classification Code Number) Identification No.) 3730 Kirby Drive, Suite 1200 Houston, TX (713) 834-1145 (Address, including zip code, and telephone nu ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 (Amendment No. 3) REGISTRATION STATEMENT Under The Securities Act of 1933 HNR Acquisition Corp (Exact name of Registrant as specified in its charter) (State or other jurisdiction of (Primary Standard Industrial (IRS Employer incorporation or organization) Classification Code Number) Identification No.) 3730 Kirby Drive, Suite 1200 Houston, TX (713) 834-1145 (Address, including zip code, and telephone number, including area code ...

Production and Sales - Average daily production for Q1 2024 was 880 BOE per day, down from 1,022 BOE per day in 2023, attributed to increased well downtime and a 10% royalty interest conveyance[167]. - Oil and natural gas sales decreased by 58% to approximately $1,997,247 for the three months ended March 31, 2024, compared to the same period in 2023, driven by a 5% decrease in realized prices and a 24% decrease in production volumes[187]. - Average daily production of oil decreased from 1,021 Bbl in Q1 2023 to 766 Bbl in Q1 2024, while natural gas production decreased from 965 Mcf to 739 Mcf[188]. Financial Performance - Total revenues for Q1 2024 were $3,283,099, a significant decrease from $7,759,190 in Q1 2023[185]. - Average realized oil price per barrel in Q1 2024 was $70.06, down from $73.45 in Q1 2023, reflecting a decrease of approximately 5%[181]. - Average NYMEX oil price for Q1 2024 was $77.56 per barrel, a 2% increase compared to $76.08 in Q1 2023[181]. - Average NYMEX natural gas price for Q1 2024 was $2.13 per Mcf, representing a 20% decrease from $2.65 per Mcf in Q1 2023[182]. - Total expenses for Q1 2024 were $6,370,708, compared to $5,534,684 in Q1 2023, indicating an increase of approximately 15%[185]. - The company recorded a loss on derivative contracts of $1,997,247 for Q1 2024, compared to a gain of $417,034 in Q1 2023, with unrealized losses of $1,860,093 in Q1 2024[189]. - Positive cash flow from operations was $1,526,558 for Q1 2024, down from $3,207,922 in Q1 2023, primarily due to decreased production volumes[202]. Expenses and Liabilities - General and administrative expenses rose to $2,309,824 in Q1 2024, up from $1,271,416 in Q1 2023, reflecting a significant increase of approximately 81%[185]. - Lease operating expenses increased by 42% per BOE, from $27.50 in Q1 2023 to $38.96 in Q1 2024, totaling $3,123,525[192]. - Interest expense surged to $1,860,582 in Q1 2024 from $315,092 in Q1 2023, driven by the Senior Secured Term Loan and Private Notes Payable[195]. - The company had a working capital deficit of $24,263,954 as of March 31, 2024, raising substantial doubt about its ability to continue as a going concern[199]. Asset Management and Obligations - The company operates 100% of its net acreage, which consists of approximately 13,700 gross acres[166]. - The conveyance of a 10% overriding royalty interest resulted in a loss of $816,011 and decreased the company's reserve balance and current net production volumes[183]. - The company has significant asset retirement obligations primarily related to plugging and abandoning wells, with future costs being difficult to estimate due to changing technologies and regulations[214]. - The present value calculation of asset retirement obligations involves numerous assumptions, including credit-adjusted discount rates and timing of settlement, which can impact the financial statements[215]. - The company records liabilities for ongoing litigation and environmental remediation, with actual costs potentially varying from estimates due to legal interpretations and regulatory changes[217]. Financial Instruments and Agreements - The company uses derivative financial instruments to mitigate commodity price risk, with changes in fair value recognized in the consolidated statements of operations[219]. - The fair value of the Forward Purchase Agreement liability was estimated using a Monte-Carlo Simulation, considering future stock price simulations and contractual terms[218]. - The company has a three-year Common Stock Purchase Agreement with a maximum funding limit of $150,000,000 to support operations and production growth[200]. - The company received a notice from NYSE American regarding non-compliance with listing standards due to a delayed Form 10-K filing, which was resolved on May 2, 2024[168].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 (Amendment No. 2) REGISTRATION STATEMENT Under The Securities Act of 1933 HNR Acquisition Corp (Exact name of Registrant as specified in its charter) Delaware 1311 85-4359124 (State or other jurisdiction of (Primary Standard Industrial (IRS Employer incorporation or organization) Classification Code Number) Identification No.) 3730 Kirby Drive, Suite 1200 Houston, TX (713) 834-1145 (Address, including zip code, and telephone nu ...

Production and Sales - Average daily production for the year ended December 31, 2023, was 1,022 BOE per day, a decrease of 21% from 1,296 BOE per day in 2022[397] - Oil production decreased from 397 MBbl in 2022 to 349 MBbl in 2023, while natural gas production fell from 457 MMcf to 355 MMcf[416] - Oil and natural gas sales decreased by 34% for the year ended December 31, 2023, driven by a 24% decrease in realized prices and a 21% decrease in production volumes[415] Revenue and Pricing - Total revenues for the year ended December 31, 2023, were $2,975,661, a decrease of 88% compared to $24,238,482 for the Predecessor period in 2023[414] - The average NYMEX oil price for the year ended December 31, 2023, was $77.64 per barrel, which is 18% lower than the average price of $94.79 per barrel in 2022[408] - Realized oil price per barrel after reflecting settled derivatives was $69.06 for the year ended December 31, 2023, compared to $78.09 for the year ended December 31, 2022[408] - Average sales price for crude oil was $65.11 per barrel for the Successor period, down from $73.58 per barrel for the Predecessor period[414] - The average realized oil price per barrel decreased from $78.09 in 2022 to $73.82 in 2023, with realized losses on commodity derivatives amounting to $1,266,277 in 2023 compared to $6,978,790 in 2022[418] - Other revenue increased to $571,189 in 2023 from $255,952 in 2022, attributed to a new water services contract[420] Expenses - Lease operating expenses rose by 20.5% from $8,418,739 in 2022 to $10,146,119 in 2023, with per BOE costs increasing 53% from $17.79 to $27.20[421] - General and administrative expenses surged to $7,253,384 in 2023 from $2,953,202 in 2022, primarily due to increased legal and professional service costs[426] - Production taxes, transportation, and processing expenses for the Successor period were $226,062, compared to $2,117,800 for the Predecessor period[414] Financial Position - As of December 31, 2023, the company had outstanding debt totaling $46,150,203, with a working capital deficit of $13,300,601[436] - The company reported a net cash flow from operations of $8,675,037 for the year ended December 31, 2023, on a pro forma basis[437] Asset Management - The conveyance of a 10% overriding royalty interest to Pogo Royalty resulted in a loss of $816,011 and decreased the reserve balance and current net production volumes[411] - The loss on asset sales was $816,011 in 2023, attributed to the conveyance of a 10% overriding royalty interest[433] - The company recorded a gain of $3,268,581 related to the change in fair value of the forward purchase agreement for the Successor period[431] - Acquisition costs during the Successor period amounted to $9,999,860, including $7,854,660 related to the Forward Purchase Agreement[427] Reserves and Impairment - Proved reserve estimates as of December 31, 2023, are subject to significant assumptions and may differ from actual future results[447] - The standardized measure of proved reserves is based on a twelve-month average of commodity prices, which may not reflect current market value[449] - A decline in proved reserves could increase depletion expense, negatively impacting future net income[450] - Management assesses impairment of proved properties based on estimated future recoverable proved reserves and commodity price outlooks[451] Future Obligations and Risk Management - The company has significant obligations for asset retirement, primarily related to plugging and abandoning wells, with future costs being difficult to estimate[452] - The fair value of the Forward Purchase Agreement liability was estimated using a Monte-Carlo Simulation[456] - The company uses derivative financial instruments to mitigate commodity price risk, with changes in fair value recognized in consolidated statements of operations[457]

As filed with the Securities and Exchange Commission on January 9, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 (Amendment No. 1) REGISTRATION STATEMENT Under The Securities Act of 1933 HNR Acquisition Corp (Exact name of Registrant as specified in its charter) Delaware 6770 85-4359124 (State or other jurisdiction of (Primary Standard Industrial (IRS Employer incorporation or organization) Classification Code Number) Identification No.) 3730 Kirby Drive, Suite 1200 H ...

Financial Position - As of September 30, 2023, the company had cash of $638,736 and working capital of $4,606,920, excluding franchise and income taxes payable [157]. - As of September 30, 2023, the Trust Account held marketable securities valued at $48,974,196, consisting of U.S. Treasury Bills [164]. - As of September 30, 2023, the company had $638,736 in cash and a working capital deficit of $4,606,920 [171]. - The company has no off-balance sheet arrangements as of September 30, 2023 [182]. Operating Results - For the three months ended September 30, 2023, the company reported a net loss of $5,358, with operating costs of $658,742 and interest income of $627,932 from marketable securities [159]. - For the nine months ended September 30, 2023, the company had a net loss of $415,775, consisting of $1,927,221 in operating costs and $2,417,604 in interest income from marketable securities [161]. - The company has a net loss per share of common stock calculated based on the weighted average number of shares outstanding, excluding shares subject to forfeiture [190]. Business Operations - The company has not engaged in any operations or generated revenues to date, with activities focused on organizational tasks and identifying a target company for a business combination [158]. - The management team has an average of over 40 years of experience in the energy industry, positioning the company to identify attractive acquisition opportunities [152]. Financing Activities - The company completed its Initial Public Offering on February 15, 2022, raising gross proceeds of $86,250,000 from the sale of 8,625,000 Units [162]. - During the nine months ended September 30, 2023, the company had cash flows provided by investing activities of $42,686,770, primarily from cash withdrawn for redemptions of common stock [166]. - The company incurred cash flows used in financing activities of $40,888,207 during the nine months ended September 30, 2023, including payments for redemptions of common stock [167]. - The company has incurred significant costs in pursuit of its financing and acquisition plans, with a total of $862,500 deposited into the Trust Account for extensions [171]. - The company has entered into unsecured promissory notes totaling $3,584,000 with existing investors, maturing at the five-year anniversary of the MIPA [184]. - The company has a Common Stock Purchase Agreement with White Lion Capital, allowing for the purchase of up to $150,000,000 in common stock [175]. - The company is obligated to file a registration statement with the SEC for the resale of shares issued under the Common Stock Purchase Agreement [176]. - The company has paid $169,250 to the Sponsor for administrative support services through September 30, 2023 [183]. - The company may need to raise additional funds to meet operating expenditures and complete its business combination [174]. - The company is required to redeem public shares if a business combination is not completed by November 15, 2023 [172]. Future Plans - The company plans to utilize cash from its Initial Public Offering and other sources for future business combinations, which may significantly dilute existing investors' equity interests [154].